Business Law Exam Essentials: Key Concepts and Rules

Definition and Obligations of a Trader

Definition: A physical or legal person who performs commercial acts.

Conditions:

• Habitual: Continuous commercial activity.
• Professional: Commerce is the person's profession.
• Own name & own account: Based on jurisprudence.
• Registered: Must be in the Commercial Register.

Obligations:

• Register in the Commercial Register.
• Keep accurate accounting records.

Classification of Commercial Acts

• By Nature: Buying to resell, transformation, mining, and services.
• By Accessory: A civil act that becomes commercial because it assists a trader's activity.
• By Form: Bills of exchange and order bills.
• Mixed Act: An act performed between a trader and a non-trader.

Jurisdiction of Commercial Courts

Commercial courts are competent for commercial contracts, trader disputes, bills of exchange, shareholder disputes, and business assets.

• Territorial competence: The court of the defendant's location.
• Corporate defendants: The court of the company headquarters.
• Morocco: There are 9 Commercial Courts and 3 Commercial Courts of Appeal.

Arbitration: Conditions, Pros, and Cons

Conditions:

• Agreement of both parties.
• The arbitrator must be an expert.

Advantages:

• Fast.
• Confidential.
• Flexible.

Disadvantages:

• Expensive.
• No appeal.
• A new agreement is required.

Foundations of Company Law

Company: An agreement to contribute money, goods, or work to share profits and losses.

Fund Conditions:

• Legal capacity.
• Normally at least 2 partners.

Formal Conditions:

• Articles of Association.
• Share subscription.
• Registration in the Commercial Register.

Types of Companies:

• SA (Société Anonyme): Minimum 5 shareholders; capital of 300,000 MAD (3,000,000 MAD if public); Board of 3–12 members.
• SARL (Société à Responsabilité Limitée): Maximum 50 shareholders.

Legal Capacity and Incompatibilities

Legal Age:

• Muslim: 18 years old.
• Moroccan Jew: 20 years old.
• Foreigner: 18 years old (court authorization if required).

Minors:

• Discernment: Ages 12–16.
• Emancipation: Ages 16–18.

Incompatibility and Prohibitions:

• Incompatibility: Public officials, lawyers, notaries, architects, etc.
• Prohibitions: Drugs, weapons, organs, and monopolies.
• Forfeiture: Fraud, theft, or misuse of company assets (minimum 5 years).

Types of Company Contributions

• Cash: Monetary contributions.
• In Kind: Property, land, equipment, and patents.
• Industry: Knowledge, services, and professional experience.

Prescription Periods in Law

• Commercial: 5 years.
• Civil: 15 years.
• Criminal: 20 years.

Rules of Evidence and Proof

• Commercial Law: Proof is free (unrestricted) and can include WhatsApp, email, fax, and accounting records.
• Civil Law: Requires written proof.

Mandatory Commercial Obligations

Traders must register in the Commercial Register and keep accounting records.

Purpose: To establish identity, facilitate taxes, fight fraud, and provide evidence before a judge.